ORACLE CORP 10-Q

Item 2. Unregistered Sales of Equ ity Securities and Use of Proceeds Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of August 31, 2024, approximately $6.8 billion remained available for stock repurchases pursuant to our stock repurchase program. Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. The following table summarizes the stock repurchase activity for the three months ended August 31, 2024 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program: (in millions, except per share amounts) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program June 1, 2024—June 30, 2024 0.3 $ 133.23 0.3 $ 6,916.3 July 1, 2024—July 31, 2024 0.4 $ 141.40 0.4 $ 6,864.0 August 1, 2024—August 31, 2024 0.4 $ 135.45 0.4 $ 6,812.3 Total 1.1 $ 136.76 1.1 38 Table of Contents Item 6. Exhibits Exhibit No. Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date Filed By 3.01 Amended and Restated Certificate of Incorporation of Oracle Corporation and Certificate of Amendment of Amended and Restated Certificate of Incorporation of Oracle Corporation 8-K 12G3 000-51788 3.1 2/6/06 Oracle Corporation 3.02 Amended and Restated Bylaws of Oracle Corporation 8-K 001-35992 3.02 11/17/23 Oracle Corporation 31.01‡ Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer 32.01† Section 1350 Certification of Principal Executive and Financial Officer 99.01 $5,630,000,000 Term Loan Credit Agreement dated as of June 10, 2024 among Oracle Corporation and the lenders and agents named therein 10-K 001-35992 99.01 6/20/24 Oracle Corporation 101‡ Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of August 31, 2024 and May 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three months ended August 31, 2024 and 2023, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended August 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2024 and 2023, (v) Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2024 and 2023 and (vi) Notes to Condensed Consolidated Financial Statements 104‡ The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2024, formatted in Inline XBRL and included in Exhibit 101 ‡ Filed herewith. † Furnished herewith. 39 Table of Contents SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, Oracle Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORACLE CORPORATION Date: September 10, 2024 By: /s/ Safra A. Catz Safra A. Catz Chief Executive Officer and Director (Principal Executive and Financial Officer) Date: September 10, 2024 By: /s/ Maria Smith Maria Smith Executive Vice President, Chief Accounting Officer (Principal Accounting Officer) 40